Exhibit 10.1.1


 


FIRST AMENDMENT TO


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FIRST
AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this  “Amendment”) is made and entered into as
of the 11th day of March, 2004 by and among Standard Parking Corporation, a Delaware
corporation (the “Company”), the lenders party thereto (collectively, the
“Lenders” and individually, a “Lender”), and LaSalle
Bank National Association (“LaSalle”), a national banking
association, as agent for the Lenders (in such capacity, the “Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
the Agent, the Lenders and the Company are party to that certain Second Amended
and Restated Credit Agreement dated as of August 28, 2003 (as such agreement
may be further amended, restated, modified or supplemented and in effect from
time to time, the “Credit Agreement”), and


 


WHEREAS,
the Agent, the Lenders and the Company desire to amend the Credit Agreement in
certain respects, as hereinafter described in this Amendment;


 


NOW
THEREFORE, in consideration of the mutual conditions
and agreements set forth in the Credit Agreement and this Amendment, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


1.                                       Definitions.  Capitalized terms used in this Amendment,
unless otherwise defined herein, shall have the meanings ascribed to such terms
in the Credit Agreement.


 


2.                                       Amendments.  The Loan Documents are hereby amended as
follows:


 


(a)                                  The
Credit Agreement is hereby amended by deleting the definition of Adjusted
EBITDA in its entirety and replacing it with the following:


 


“Adjusted EBITDA” shall mean without duplication, for any
Calculation Period, the sum of (A) Net Income for such period, excluding to the
extent reflected in determining such Net Income:  (i) the income of any Person accrued prior to the date it becomes
a Subsidiary of the Company or is merged into or consolidated with the Company
or any of its Subsidiaries or that Person’s assets are acquired by the Company
or any of its Subsidiaries, (ii) the proceeds of any insurance policy, (iii)
gains (but not losses) from the sale, exchange, transfer or other disposition
of property or assets not in the ordinary course of business of the Company and
its Subsidiaries, and related tax effects in accordance with Generally Accepted
Accounting Principles, (iv) any other extraordinary or non-recurring gains or
other gains not from continuing operations of the Company or its Subsidiaries,
and related tax effects in accordance with Generally Accepted Accounting
Principles, (v) the income of any Person (including without limitation any
Subsidiary or Joint Venture, but excluding any Wholly Owned Subsidiary) in
which any Person other than the Company or any of its Subsidiaries has a joint


 

















 


interest or partnership interest or other ownership interest, to the
extent that the declaration or payment of dividends or similar distributions by
that Subsidiary or Joint Venture is not at the time permitted by operation of
the terms of its charter or of any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Subsidiary
or Joint Venture, except to the extent of the amount of dividends or other
distributions that are actually paid in cash to the Company during such period,
(vi) extraordinary non-cash losses and non-recurring non-cash charges
(including, without limitation, non-cash losses resulting from disposition of
Facility Leases and Facility Management Agreements, the write off of intangible
assets during such period and non-cash charges of up to $500,000 in the
aggregate resulting from the write-off of prior financing fees), (vii) income
taxes, (viii) minority interests, (ix) interest income net of interest expense,
as defined in accordance with Generally Accepted Accounting Principles (x)
depreciation and amortization expense, (xi) restructuring and other special
charges of up to $3,200,000 incurred by the Company in calendar year 2003 as a
result of consummating the transactions contemplated by this Agreement, (xii)
any other extraordinary or non-recurring amounts or other amounts received by
the Company or any of its Subsidiaries from, or in respect of, any disposition
or termination of any Facility Lease or Facility Management Agreement of the
Company or its Subsidiaries, provided that, any such amount arising from a
single transaction shall only be excluded from Net Income if it equals or
exceeds $250,000; (xiii) any Affiliate Amount made pursuant to subsection 5.2(l)(2);
and (xiv) a non-cash charge of up to $2,700,000 in calendar year 2003 of
amounts due to the Company relating to the Company’s operation of the parking
facilities at the Bradley International Airport in Hartford, Connecticut, plus
(B) Adjusted EBITDA as calculated herein of any Person related to any Permitted
Acquisition consummated during such Calculation Period, calculated, upon the
Agent’s consent, as if such Permitted Acquisition had occurred on the first day
of the relevant period.


 


(b)                                 The
other Loan Documents are hereby amended in accordance with the foregoing
amendment to the Credit Agreement, to the extent such amendment is applicable
to each other Loan Document.


 


3.                                       Reaffirmation
and Confirmation of Security Interest. 
The Company and the Guarantors hereby confirm to the Agent that each
have granted to the Agent, for the benefit of the Lenders, a security interest
in or lien upon substantially all of their respective property, including,
without limitation, all the property described in the Security Documents, in
order to secure the obligations of the Company to the Agent and the Lenders
pursuant to the Credit Agreement.  The
Company and each Guarantor hereby reaffirms its respective grant of such
security interest and lien to the Agent, for the benefit of the Lenders, for
such purpose in all respects.


 


4.                                       Reaffirmation
and Confirmation of Guaranties.  The
Guaranty, as amended, is hereby reaffirmed as of the date hereof in all
respects by each of the Guarantors and shall continue from and after the date
hereof and shall remain in full force and effect, as amended, from and after
the date hereof, and the obligations guaranteed under the Guaranty shall
include


 


2

















 


the Company’s obligations under the Credit Agreement
and the other Loan Documents, as amended.


 


5.                                       Representation
and Warranties.  To induce the Agent
and the Lenders to enter into this Amendment, the Company and the Guarantors
hereby represent and warrant to the Agent and the Lenders that:


 


(a)                                  Since
December 31, 2002, there has been no development or event, which has had or
could reasonably be expected to have a material adverse effect on the Company’s
or the Guarantors’ respective businesses or financial condition.  No Event of Default or Unmatured Event has
occurred or would occur after giving effect to this Amendment.


 


(b)                                 The
Company and the Guarantors each have the corporate power and authority, and the
legal right, to make and deliver this Amendment and to perform all of their
respective obligations under the Loan Documents, as amended by this Amendment,
and each has taken all necessary corporate action to authorize the execution
and delivery of this Amendment.


 


(c)                                  When
executed and delivered, this Amendment and each Loan Document, as amended by
this Amendment, will constitute legal, valid and binding obligations of the
Company or the Guarantors, as applicable, enforceable against each signatory
thereto, in accordance with their respective terms, except as affected by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting the enforcement of creditors’ rights generally, and
general equitable principles (whether considered in a proceeding in equity or
at law).


 


(d)                                 The
representations and warranties made by the Company and the Guarantors in the
Loan Documents to which each is a party are true and correct in all material
respects on and as of the date hereof, before and after giving effect to the
effectiveness of this Amendment, as if made on and as of this date, other than
those that relate to an earlier or specific date.


 


6.                                       Miscellaneous.


 


(a)                                  Captions.  Section captions and headings used in this
Amendment are for convenience only and are not part of and shall not affect the
construction of this Amendment.


 


(b)                                 Governing
Law.  This Amendment shall be a
contract made under and governed by the laws of the State of Illinois, without
regard to conflict of laws principles. 
Whenever possible, each provision of this Amendment shall be interpreted
in such a manner as to be effective and valid under applicable law, but if any
provision of this Amendment shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Amendment.


 


(c)                                  Severability.                              Any
provision of this Amendment held by a court of competent jurisdiction to be
invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provision so held to
be invalid or unenforceable.


 


3

















 


(d)                                 Counterparts;
Facsimile Signature.  This Amendment
may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which shall together constitute but one and the same
document.  This Amendment may be
executed by facsimile signature, and any such facsimile signature by any party
hereto shall be deemed to be an original signature and shall be binding on such
party to the same extent as if such facsimile signature were an original
signature.


 


(e)                                  Successors
and Assigns.  This Amendment shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.


 


(f)                                    References.  From and after the date of execution of this
Amendment, any reference to any of the Loan Documents contained in any notice,
request, certificate or other instrument, document or agreement executed
concurrently with or after the execution and delivery of this Amendment shall
be deemed to include this Amendment unless the context shall otherwise require.


 


(g)                                 Continued
Effectiveness.  Notwithstanding
anything contained herein, the terms of this Amendment are not intended to and
do not serve to effect a novation as to the Credit Agreement, the Notes or any
other Loan Document.  The parties hereto
expressly do not intend to extinguish the Credit Agreement or any other Loan
Document.  Instead, it is the express
intention of the parties hereto to reaffirm the indebtedness created under the
Credit Agreement, as evidenced by the Notes, and as secured by the collateral
described in the Security Documents.  The
Loan Documents, except as modified hereby, remain in full force and effect and
are hereby reaffirmed in all respects.


 


(h)                                 Successors
and Assigns.  This Amendment shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


[Balance of page intentionally left blank;
signature page follows.]


 


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IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to Second Amended and Restated Credit Agreement to be duly
executed under seal and delivered by their respective duly authorized officers
on the date first above written .


 


	 
	
  STANDARD PARKING CORPORATION

  	
  LASALLE BANK NATIONAL

  ASSOCIATION, as Agent and a Lender

  
	 
	
   

  	
   

  
	 
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	 
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	 
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
  GOLDENTREE HIGH YIELD

  OPPORTUNITIES I, L.P.

  
	 
	
   

  	
   

  
	 
	
   

  	
  By:

  	
   

  	
   

  
	 
	
   

  	
  Name:

  	
   

  	
   

  
	 
	
   

  	
  Title:

  	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
  GOLDENTREE HIGH YIELD

  OPPORTUNITIES II, L.P.

  
	 
	
   

  	
   

  
	 
	
   

  	
  By:

  	
   

  	
   

  
	 
	
   

  	
  Name:

  	
   

  	
   

  
	 
	
   

  	
  Title:

  	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
  GOLDENTREE LOAN OPPORTUNITIES

  I, LIMITED

  
	 
	
   

  	
   

  
	 
	
   

  	
  By:

  	
   

  	
   

  
	 
	
   

  	
  Name:

  	
   

  	
   

  
	 
	
   

  	
  Title:

  	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
  GOLDENTREE LOAN OPPORTUNITIES

  II, LIMITED

  
	 
	
   

  	
  By:

  	
   

  	
   

  
	 
	
   

  	
  Name:

  	
   

  	
   

  
	 
	
   

  	
  Title:

  	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
  GOLDENTREE HIGH YIELD VALUE

  MASTER FUND, L.P.

  
	 
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
														



 


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[Guarantor Signature Page to First Amendment


to Second Amended and Restated Credit
Agreement]


 


ACKNOWLEDGED AND AGREED, this 11th day of March, 2004:


 


	
  AP Holdings, Inc., a Delaware corporation

  	
  APCOA Bradley Parking Company, LLC,

  A Connecticut limited liability company

  
	
   

  	
   

  
	 
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	 
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	 
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  APCOA LaSalle Parking Company, LLC,

  A Louisiana limited liability company

  	
  Hawaii Parking Maintenance, Inc., a

  Hawaii corporation

  
	
   

  	
   

  
	 
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	 
	
  Name:

  	
   

  	
   

  	
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  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
   

  
	
  Standard Auto Park, Inc., an Illinois

  corporation

  	
  Standard Parking Corporation IL, a

  Delaware corporation

  
	
   

  	
   

  
	 
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	 
	
  Name:

  	
   

  	
   

  	
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  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
   

  
	
  Tower Parking, Inc., a Delaware corporation

  	
  Virginia Parking Service, Inc., a Delaware

  corporation

  
	
   

  	
   

  
	 
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	 
	
  Name:

  	
   

  	
   

  	
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  Title:

  	
   

  	
   

  	
  Title: